17. Entire Agreement. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
18. No Trial By Jury. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
19. Patriot Act Compliance. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may
include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
20. Notices. All notices and other communications hereunder shall be in writing and shall deemed to have been given if mailed or
transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives, c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Facsimile: (212) 834-6081, Attention: Investment Grade Syndicate Desk; c/o Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management, Email:
tmgcapitalmarkets@wellsfargo.com; c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; c/o RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Telephone: (212) 618-7706, Attention: DCM Transaction Management/Scott Primrose; c/o Morgan Stanley & Co. LLC, 1585
Broadway, 29th Floor, New York, New York 10036, Attention: Investment Banking Division, Telephone: (212) 761-6691, Fax: (212)
507-8999; c/o TD Securities (USA) LLC, 1 Vanderbilt Avenue, 11th Floor, New York, New York 10017, Attention: Transaction Advisory, Email:
USTransactionadvisory@tdsecurities.com; with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York 10001, Attention: Michael J. Schwartz, Facsimile: (917)
777-3694; and notices to the Company shall be directed to it at 1166 Avenue of the Americas, New York, New York 10036, Attention: Ferdinand G. Jahnel, Facsimile: (212)
948-4312.
21. Bail-in. Notwithstanding and to the
exclusion of any other term of this Agreement or any other agreements, arrangements or understandings between any Underwriter and any other party to this Agreement, each of the parties to this Agreement acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority, and acknowledges, accepts and
agrees to be bound by:
(a) the effect of the exercise of UK Bail-in Powers by the
Relevant UK Resolution Authority in relation to any UK Bail-in Liability of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or
some combination thereof:
(i) the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due
there;
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